ECSAC - European Centre for Science Arts and Culture

Statute

Deed of partnership

On 27 November 2006, the persons (hereinafter the "Founders" listed in Annex "B" of this Deed) who attended personally or through qualified representatives, assembled, at 11.00 p.m., at the seat of the Trieste International Foundation for the Progress and Freedom of Science at the International Centre for Theoretical Physics, at Trieste, Strada Costiera, 11. They,
taking into account and considering that

the Consortium for the Increment of Studies and Research of the Department of Physics of the University of Trieste, hereinafter the "Consortium", has decided in 2001 to convene an International Conference on Science, Arts and Culture at Lošinj, starting an Italy-Croatia relationship in the scientific field, in order to celebrate the 85th birthday of Paolo BUDINICH;

the initiative of the Consortium has obtained the patronage of the Ministry of Foreign Affairs (MFA) of the Italian Republic and the support of organizations, of the University of Trieste, of the Rudjer Boskovic and of the University of Zagreb, in addition to that of scientists from Vienna, Prague and others;

the Consortium has organized annually and managed six international Conferences on different topics in science, arts and culture and at a very high scientific level as documented in three publications of noteworthy quality;

it was thought since the outset that the Conference should extend its framework of action in a European sense and become the European Centre for Science, Arts and Culture;

it represents therefore their common intent to constitute a European Centre at Lošinj (Croatia) in view of stimulating the development of science, arts and culture with a particular but not exclusive reference to themes of specific interest for the host country, and of promoting in this way scientific activity, teaching methods and research related to the above-mentioned fields;

this intent is actually a part of the more ample prospect of developing an harmonious collaboration among the institutions where the Founders carry out their own scientific, artistic and cultural activity, thus enhancing the international relations between the countries involved and, particularly among the countries of Central and Eastern Europe, and of the Adriatic and Ionic Seas;

the objective of the persons appearing today is to obtain the future linkage of their respective institution to the European centre described above;

hereby agree and stipulate the following:

the European Centre for Science, Arts and Culture is constituted in the Island of Lošinj with its legal seat at Lussinpiccolo-Mali Lošinj, Gradonacelnik, Riva lošinjskih kapetana, 7.

The objective of the Centre is to stimulate the development of science, of arts and of culture with a particular but not exclusive reference to themes of particular interest to the host Country.
In such a prospect, the Centre provides and promotes in appropriate ways, scientific, didactic and research activities relating to the above-mentioned subjects.
For instance, the Centre organizes:

Interdisciplinary meetings, conferences and seminars. They aim at bringing together experts from different (and at times distant) fields such as, for instance: science and philosophy; science and religion; origins and ethics; astro-particles; weather and earthquake forecast; physics and medicine; underwater archaeology; linguistics and brain; cognitive sciences and genetics. Though topical meetings are not precluded, preference will be given to multidisciplinary undertakings;

Specialized workshops and tutorials. It is intended to organize tutorials, coupled with one high-level multidisciplinary or topical meeting, for the benefit of students, a few days before or after the event itself under the guidance of the experts;

Meetings on subjects of particular interest to the host country. In harmony with the prestigious tradition in sailing and in navigation of Lošinj, advanced workshops and/or standing programmes might be organized in naval engineering, sailing, satellite and tourist navigation and on the Adriatic Sea.

The duration of the Centre is unlimited.
The Centre comes to an end if it becomes impossible for it to pursue its purposes and, in general, when causes provided for by law do occur.

The patrimony of the Centre is composed of:

personal and estate property;

bestowals, donations, offers, contributions, liberalities, subsidies, legacies, inheritances, bequests and receipts of any form, nature and object from public and private subjects, members of the Centre or third parties;

management profits if they are assigned to the patrimony;

profits and/or increments due to the transfer of properties listed in a. and b.

In particular, the activity of the Centre is supported - this list is not exclusive - by the Municipality of Mali Lošinj, by the public Bodies of the host Country, by the members of the Centre and by public and private subjects operating in areas similar to those of the Centre.
The duration of the financial year coincides with that of the calendar year.

The Centre is run according to this Deed and the Statute attached in &A" to the present deed in order that it is an integral part of it to all effects as well as - even if it is not explicit - of applicable norms.

Also in derogation to the norms of the attached Statute:
Prof. Paolo Budinich is appointed today President of ECSAC while prof. Franco Bradamante, prof. Marco Budinich, prof. Roberto Costa, prof. Giancarlo Ghirardi, Mr. Tullio Morin, prof. Claudio Tuniz, prof. Nikola Zovko and Dr. Aldo Baldini are appointed to serve as other members of the Management Committee, with a mandate expiring on 31.12.2008. Dr. Baldini acts as Secretary of the Committee;
the other organs of ECSAC will all be appointed by the Management Committee on or before 15.3.2007 and will remain in charge until 31.12.2008;
until 31.12.2008, the Management Committee will collect and approve requests for joining ECSAC from other members who will also qualify as "founders".

The Founders acknowledge the fact that in view of the recognition of the legal status of ECSAC and/or of its better functioning, it may be that changes and/or integrations and/or reproductions in a solemn form of the present Deed of Partnership and the Statute attached to the latter in "A", might be necessary or appropriate when requested by the members of the Centre, or by the institutions involved or by competent authorities.
Also in derogation to the Statute attached in "A" to the present Deed, if necessary the Founders already now delegate the Management Committee - and confer the related powers - to proceed to the operations described in the previous paragraph. With a majority of two thirds of the votes of those entitled to vote, the Committee will deliberate and confer the power to sign eventual deeds and documents to the President.

The persons present unanimously delegate the President, Paolo Budinich, for the signature of the Statute and of the List of the signatories present today attached to the present Deed in "A" and "B" respectively.

Statute (attached A)

Art. 1 Constitution

The European Centre for Science, Arts and Culture (ECSAC) is constituted in the Island of Lošinj (Croatia).
The founders are nationals from Member Countries of the Central Europe Initiative.
Though the Centre has a European vocation, it is established in the framework of bilateral cooperation between Croatia and Italy along the lines of the aims pursued by UNESCO.
The Centre will obtain all appropriate recognition of legal status in order to pursue its own purposes as hereunder described.

Art. 2 Seat

The Centre has its legal seat at the Municipality of Lošinj (Gradonacelnik, Riva lošinjskih kapetana, 7, Mali Lošinj, Croatia).
It may institute secondary seats, representations, delegations and offices in Croatia other States.
The host country provides for office and computing facilities for groups of ten-twenty users on the occasion of topical meetings and for one or two long-term research groups, and for one hotel with an appropriate conference room for interdisciplinary conferences and seminars.

Art. 3 Duration

The duration of the Centre is unlimited.
The Centre comes to an end if it becomes impossible for it to pursue its purposes and, in general, when causes provided for by law do occur.
In case of dissolution, the properties of the Centre are assigned to other bodies pursuing similar aims or for public utility. In such a case, the Management Committee appoints - also among its members - a liquidator who will complete the pertinent operations.

Art. 4 Purpose. Adhesion to UNIADRION

The purpose of the Centre is to stimulate the development of science, of arts and of culture with a particular - but not exclusive - reference to themes of specific interest of the host Country.
In this prospect, the Centre provides and promotes in the most appropriate ways, scientific, didactic and research activities relating to the above-mentioned subjects.
For instance, the Centre organizes:

Interdisciplinary meetings, conferences and seminars. They aim at bringing together experts from different (and at times distant) fields such as, for instance: science and philosophy; science and religion; origin and ethics; astro-particles; weather and earthquake forecast; physics and medicine, underwater archaeology; linguistics and brain; cognitive sciences and genetics. Though topical meetings are not precluded, preference will be given to multidisciplinary undertakings.

Specialized workshops and tutorials. It is intended to organize tutorials, coupled with one high-level multidisciplinary or topical meeting, for the benefit of students, a few days before or after the event itself under the guidance of the experts.

Meetings on subjects of particular interest to the host country. In harmony with the prestigious tradition in sailing and in navigation of Lošinj, advanced workshops and/or standing programmes might be organized in naval engineering, sailing, satellite and tourist navigation and on the Adriatic Sea.

The Centre also carries out international and general cultural publishing activities with a special reference to the fields of history of arts and of the management of the cultural historical and architectural patrimony, in addition to those of terrestrial and underwater archaeology. In particular, the Centre intends to take over the publishing of the multidisciplinary quarterly journal "Encyclopedia Moderna" from both the Croatian Academy of Science and the Ruðer Boškovic Institute, in order to give it a wider visibility at the European level.
In any case, the Centre may implement any instrumental, accessorial activity linked, also only implicitly, to the pursuance of its purposes.
In this prospect, the Centre will adhere to the UniAdrion Network (Network of the Universities in the Adriatic and Ionic regions).

Art. 5 Relations with institutions

In order to optimize the pursuit of the aims listed in Art. 4, the Centre establishes and maintains contacts with public Bodies and Institutions as well as with private subjects operating in similar fields, and co-ordinates the respective competences and purposes in the best possible way.

Art. 6 The patrimony

The patrimony of the Centre is composed of:

personal and estate property;

bestowals, donations, offers, contributions, liberalities, subsidies, legacies, inheritances, bequests and receipts of any form, nature and object from public and private subjects, members of the Centre or third parties;

management profits if they are assigned to the patrimony;

profits and/or increments due to the transfer of properties listed in a. and b.

In particular, the activity of the Centre is supported - this list is not exclusive - by the Municipality of Mali Lošinj, by the public Bodies of the host Country, by the members of the Centre and by public and private subjects operating in areas similar to those of the Centre.

Art. 7 Organs

The organs of the Centre include:

the General Assembly;

the President;

the Vice President;

the Executive Secretary;

the Management Committee;

the Scientific Council and its Director;

the Board of Auditors.

Art. 8 The General Assembly

The General Assembly is composed of the founders of the Centre and of other members of the Centre admitted under the conditions set forth in the next paragraph.
After the constitution of the Centre, the Assembly may admit as new members - with the positive vote of at least three quarters of its membership having the right to vote - private or public subjects who request it.
The General Assembly determines the course of the activity of the Centre, approving the general line of the cultural and scientific policies as well as that of managing the administration of the Centre.
In particular, the General Assembly:

appoints the Management Committee and the President of the Centre among the members of the latter;

appoints the Executive Secretary of the Centre;

appoints the Scientific Council;

appoints the Board of Auditors;

decides on possible changes in the statutes;

decides on the exclusion for serious reasons of a member of the Centre, even if he is a founding member;

decides on the dissolution of the Centre based on presuppositions according to Art.3;

approves the budget and the final balance;

approves the annual report and the annual programme;

decides on general rules in order to regulate the activity of the Centre;

decides on the institution of secondary seats, representations, delegations and offices according to paragraph 2 of Art. 2 of the present Statute;

l.decides on compensation and/or reimbursements due to persons who carry out the functions listed in the paragraphs from b. to g. of Art. 7;

decides on collaboration agreements with institutional subjects.

With a positive vote of at least two thirds of its membership having the right to vote, the General Assembly may delegate - without possibility of subdelegation - the exercise of the powers listed in b., c., d., j. and k. of this article, to the Management Committee.
The General Assembly is convened by the President of the Centre or, in case of absence, by one of its members at least twice a year in January and in May with a notice of at least thirty days and is validly constituted if at least half of its membership is present, personally or by proxy.
Taking the second paragraph of this article into account, the Council decides:

on matters specified in e., j. and m. with a majority of two thirds of those having the right to vote;

on matters specified in f. and g. with a majority of three quarters of those having the right to vote;

taking the second and the fifth paragraph of this article into account, on the remaining cases by a majority of the expressed votes.

Art. 9 The President

The President of the Centre is appointed from among the members of the Management Committee, by the General Assembly.
The duration of the mandate is two years; the mandate may be renewed.
He convenes and presides over the Management Committee.
He convenes and presides over the General Assembly unless the members of the latter decide otherwise.
He is the legal representative of the Centre, including in law-suits and arbitral disputes, and - when he is authorized in advance by the Management Committee and with the exception of urgent cases referred to in the next paragraph - he has the power to release special proxies and to appoint lawyers and attorneys; he implements the deliberations of the Management Committee and exercises the powers delegated to him in general or for special cases by the Committee.
In urgent cases and under his personal responsibility, he may adopt measures pertaining to the Management Committee, which must be ratified by the latter at the first next session.
When necessary, he avails himself of the collaboration of the Executive Secretary.

Art. 10 The Vice President

The President appoints, within the Management Committee, the Vice President who substitutes him and exercises all his powers in case of impediment.
For third parties, the signature of the Vice President is legitimate and a full evidence of the impediment of the President.
The mandate has the same duration as that of the President and is renewable.

Art. The (Executive) Secretary

Taking paragraph 5 of Art. 8 into account, the Executive Secretary of the Centre is appointed by the General Assembly among persons with an established competence in management.
The mandate has a duration of two years and is renewable.
He is the technical and administrative organ of the Centre and, in this capacity, is responsible for the legal seat of the centre itself as well as of any other secondary seat, representation, delegation or office which may be instituted according to Art. 2 of this Statute.
He deals with the secretarial and logistic organization of the activities and, in general, with the functioning of the structures of the whole Centre.

Art. 12 The Management Committee

The Management Committee is composed of the President and of other members appointed by the General Assembly among persons of established competence in science and/or management.
The Management Committee remains in charge for two years and the mandates of its members are renewable also at the individual level.
The Management Committee provides for the ordinary and extraordinary administration of the Centre.
In particular and as examples, taking into consideration any other assignment provided by law or by the Statute, the Management Committee:

prepares the budget and the final balance every year;

provides the Scientific Council at the right time - and in any case, less than thirty days after the submission of the request concerned - with its own opinion in view of the final formulation by the Council of the annual report and of the programme of the activity of the Centre;

recruits and dismisses the staff and fixes its legal and economical treatment;

when necessary or opportune, decides on the acceptance of bestowals, donations, legacies and contributions of any form, nature and object;

decides on contributions, subventions and collaboration to be provided for initiatives of other bodies, consonant with the aims pursued by the Centre;

stipulates conventions relating to the utilization of contributions, taking into account paragraph 4 of Art. 8;

controls the utilization of the granted contributions;

proposes possible changes to the Statutes to the General Assembly;

exercises the powers conferred by the General Assembly according to paragraph 5 of Art. 8 of the present Statute;

promotes and develops the relations with the UniAdrion Network and with its members;

promotes, develops and activates the funding channels and the resources of the Centre.

The Management Committee may delegate all or part of its powers to one or more of its members and may appoint attorneys for specific deeds or categories of deeds.
The Management Committee called by the President of the Centre with a notice of at least fifteen days, decides by absolute majority of its members, present personally or by proxy.

Art. 13 The Scientific Council and its Director

Taking paragraph 5 of Art. 8 into account, the Scientific Council is composed of members appointed by the General Assembly among internally renowned scientists and academicians in disciplines which are the object of a scientific, artistic and cultural activities of the Centre.
The Scientific Council remains in charge for two years and the mandates of its members - also considered individually - are renewable.
The Scientific Council appoints the Director among its members, who convenes and presides over the meetings of the Council, and co-ordinates the activities of the latter with those of the other organs of the Centre; the Scientific Council, convened by the Director with a notice of at least fifteen days, decides with the majority of its members, present personally or by proxy.
The Scientific Council identifies the scientific, artistic, cultural and other activities of the Centre and, subject to the opinion of the Management Committee, draws up the annual report and the annual programme to be submitted to the General Assembly for approval.
In such a prospect and in particular, the Scientific Council:
deals with and maintains the relations with corresponding organs of the UniAdrion Network;
is the reference of the Centre for UNESCO chairs.

Art. 14 The Board of Auditors

Taking paragraph 5 of Art. 8 into account, the Board of Auditors is composed of three active and two substitute members appointed by the General Assembly among active professionals in the field of audit of accounts.
The members of the Board of Auditors remain in charge for two years and their mandate may be confirmed.
The Board of Auditors watches over the observance of the norms of law and regulations and controls the regular bookkeeping, the matching of the final balance with the accounts, the respect of the norms for the presentation of the final balances, and, in general, supervises the management of the Centre.
The Board of Auditors examines the final balances and expresses its considerations in a special annual report to the Council.

Art. 15 Duration of the financial year and final balance

The duration of the financial year corresponds to the calendar year.
On or before April 30th of each year, the Management Committee draws up the final balance of the financial year, accompanied with a report on the management, and forwards it to the Board of Auditors.
The final balance is forwarded from the Board of Auditors which attaches its own report, to the General Assembly which approves and makes it public.
With the exception of legal obligations, the distribution of administration residues or profits, or of funds, reserves and capital is not allowed, also in an indirect manner.

Art. 16 Budget and programme of activity

On or before December 31st of each year, the Management Committee submits the budget for the next financial year to the General Assembly.
On or before the same date, the Scientific Council submits the annual report and the annual programme of the Centre to the General Assembly.